UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended April 30, 2005
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period
from ____________ to ____________
Commission file number: 000-32273
KINGDOM VENTURES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0419183
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
None
(Address of Principal Executive Offices) (Zip Code)
As of April 30, 2004 the issuer had outstanding the following shares of common
stock:
Common Stock [29,321,546] shares
Series B Common Stock [22,530,762] shares
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at April 30, 2005 (unaudited)
Statements of Operations for the three months and nine months
ended April 30, 2005 and April 30, 2004 (unaudited)
Statements of Cash Flows for the three months and nine months
ended April 30, 2005 and April 30, 2004 (unaudited)
Note to Unaudited Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The interim unaudited financial statements contained in this report
have been prepared by Kingdom Ventures, Inc. (the "Company") and, in the opinion
of management, reflect all material adjustments which are necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods presented. Such adjustments consisted only of normal
recurring items. These financial statements should be read in conjunction with
the Company's audited financial statements and notes thereto for the period
ended January 31, 2005. The results of the interim periods are not necessarily
indicative of results which may be expected for any other interim period or for
the full year.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. These statements
relate to future events or the Company's future financial performance. Readers
of this report should exercise extreme caution with respect to all
forward-looking statements contained in this report. Specifically, the following
statements are forward-looking:
statements regarding the Company's overall business strategy,
including, without limitation, the Company's intended markets and
future products;statements regarding the plans and objectives of the
Company's management for future operations, the production of products,
including the size and nature of the costs the Company expects to incur
and the people and services the Company may employ;statements regarding
the Company's competition or regulations that may affect the
Company;statements regarding the Company's ability to compete with
third parties;any statements using the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "will," "should," "would,"
"expect," "plan," "predict," "potential," "continue" and similar words;
andany statements other than historical fact.
Forward-looking statements reflect the current view of management with
respect to future events and are subject to numerous risks, uncertainties and
assumptions. However, such expectations may prove to be incorrect. Should any
one or more of these or other risks or uncertainties materialize or should any
underlying assumptions prove incorrect, actual results are likely to vary
materially from those described in this report. There can be no assurance that
the projected results will occur, that these judgments or assumptions will prove
correct or that unforeseen developments will not occur. The Company is under no
duty to update any of the forward-looking statements after the date of this
report.
KINGDOM VENTURES, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
April 30, 2005
ASSETS
Current assets
Cash on hand and in banks $ --
Property and equipment --
Other assets --
-----------
Total assets --
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses 359,032
Notes payable 1,167,732
-----------
Total current liabilities 1,526,764
Stockholders' deficit
Preferred stock, Series A, $.001 par value, 1,233,888 shares authorized,
issued and outstanding 1,233
Common stock (100,000,000 shares authorized, $.001 par
value, 31,785,428 shares issued and outstanding 31,785
Additional paid in capital 8,115,156
Accumulated deficit (7,438,526)
-----------
709,648
Less - Treasury stock at cost (6,000,000 shares of common stock) (2,236,412)
-----------
Total stockholders' deficit (1,526,764)
-----------
Total liabilities and stockholders' deficit $ --
===========
KINGDOM VENTURES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
April 30, 2005 and April 30, 2004
For the three months ended
April 30,
2005 2004
------------ ------------
Net Revenues $ -- $ --
Cost of Goods Sold -- --
------------ ------------
Gross profit -- --
Operating Expenses
Selling -- --
General and administrative 186 --
Depreciation -- --
------------ ------------
186 --
------------ ------------
Loss from continuing operations -- --
Non-Operating Expenses (Income)
Interest expense 20,042 32,890
------------ ------------
20,042 32,890
------------ ------------
Total non-operating expenses, net (20,228) (32,890)
Discontinued operations - Net operations of sold assets -- (1,377,714)
------------ ------------
Net income (loss) $ (20,228) $ (1,410,604)
============ ============
Net loss per share - Basic and diluted
Continuing operations $ (0.00) $ (0.00)
============ ============
Discontinued operations $ -- $ (0.06)
============ ============
Basic and diluted weighted average number of
common shares outstanding 31,785,428 23,862,014
============ ============
Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.
KINGDOM VENTURES, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
April 30, 2005 and April 30, 2004
Three months ended April 30,
2005 2004
------------ ------------
Operating Activities
Net loss from continuing operations $ (20,228) $ (32,890)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Accounts payable and accrued expenses 20,042 --
------------ ------------
Net cash used in operating activities (186) (32,890)
Cash flows from financing activities from continuing operations:
Proceeds from debt -- 249,850
Principal payment on debt -- (161,350)
Proceeds from issuance of stock -- 5,542
------------ ------------
Net cash provided by financing activities -- 94,042
------------ ------------
Net change in cash (186) 61,152
Net cash used in discontiued operations -- (79,223)
Cash at beginning of period 186 18,071
------------ ------------
Cash at end of period $ -- $ --
============ ============
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
Note 1 - Background and Summary of Significant Accounting Policies
Background
Kingdom Ventures, Inc. ("the Company") was incorporated on March 17, 1999 in the
state of Nevada as Legends of the Faith, Inc. The Company was a media
communications and product company for the Christian marketplace. The Company's
primary media property was Christian Times Today, a monthly newspaper
distributed by and to churches. The Company's product group activities were done
by Mr. Roy Productions, a northern Nevada silk screen, embroidery and production
facility that serves a local clientele and provides product support for each of
the Company's other activities. In July, 2002, the Company changed its name to
Kingdom Ventures, Inc. to better represent the nature of its evolving business
as a church and people development company. During December, 2004, all business
ventures of Kingdom Ventures, Inc. ceased upon voluntary foreclosure of business
assets.
The accompanying financial statements for the three months ended April 30, 2004
include the accounts of the Company and its subsidiaries, Christian Times, Inc.
and Mr. Roy Productions, Inc. All significant intercompany transactions and
account balances have been eliminated. The financial statements for the three
months ended April 30, 2005 include only the accounts of Kingdom Ventures, Inc.
During December, 2004, the Company agreed to release the assets of the two
subsidiaries in exchange for a reduction in the outstanding notes payable under
the terms of a voluntary disclosure.
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission for the presentation of interim financial
information, but do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. The
audited consolidated financial statements for the year ended January 31, 2005
were filed with the Securities and Exchange Commission. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three-month period ended April 30, 2005
are not necessarily indicative of the results that may be expected for the year
ended January 31, 2006.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenue and
expenses during the reporting periods.
Fair Value of Financial Instruments
For certain of the Company's financial instruments, including cash, accounts
payable and accrued interest, the carrying amounts approximate fair value due to
their short maturities. The amounts shown for notes payable also approximate
fair value because current interest rates and terms offered to the Company for
similar debt are substantially the same.
Cash and Cash Equivalents
For purposes of the comparative statements of cash flows, the Company defines
cash equivalents as all highly liquid debt instruments purchased with a majority
of three months or less, plus all certificates of deposit.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
Concentration of Credit Risk
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist of cash. The Company places its cash with high quality
financial institutions and at times may exceed the FDIC $100,000 insurance
limit. The Company extends credit based on an evaluation of the customer's
financial condition, generally without collateral. Exposure to losses on
receivables is principally dependent on each customer's financial condition. The
Company monitors its exposure for credit losses and maintains allowances for
anticipated losses, as required.
Impairment of Long-lived Assets
The Company reviews the carrying values of its long-lived and identifiable
intangible assets for possible impair- ment, at least annually, or whenever
events or changes in circumstances indicate that the carrying amount of assets
may not be recoverable.
Revenue Recognition
During the three months ended April 30, 2005, the Company operated in two
departments, namely media and product operations. The Company recognized revenue
from the media operation when advertisements were presented. The Company
recognized revenue from the product operations when the product was shipped to
the customer. Shipping and handling cost are recorded as revenue and related
costs are charged to cost of sales.
Income Taxes
The Company accounts for income taxes under SFAS 109, "Accounting for Income
Taxes." Under the asset and liability method of SFAS 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statements carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.
Loss per Share
In accordance with SFAS No. 128, "Earnings Per Share," the basic income / (loss)
per common share is computed by dividing net income / (loss) available to common
stockholders by the weighted average number of common shares outstanding.
Diluted income per common share is computed similar to basic income per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive.
Recent Accounting Pronouncements
In March, 2004, the FASB approved the consensus reached on the Emerging Issues
Task Forces (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments." The objective of this
Issue is to provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments which are deemed to be
temporarily impaired. In September 2004, the FASB issued a FASB Staff Position
(FSP) EITF 03-1-1 that delays the effective date of the measurement and
recognition are effective only for annual periods ending after June15,2004. The
Company has evaluated the impact of the adoption of the disclosure requirements
of EITF 03-1 and does not believe it will have an impact to the Company's
overall combined results of operations or combined financial position. Once the
FASB reaches a final decision on the measurement and recognition provisions, the
Company will evaluate the impact of the adoption of EITF 03-1.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs", an amendment
of ARB No. 43, Chapter 4 ("SFAS No. 151"). The amendments made by SFAS 151
clarify that abnormal amount of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current-period charges
and require the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real Estate
Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67" ("SFAS
152") SFAS 152 amends SFAS No. 66, "Accounting for Sales of Real Estate", to
reference the financial accounting and reporting guidance for real estate
time-sharing transactions that is provided in AICPA Statement of Position (SOP)
04-2, "Accounting for Real Estate Time-Sharing Transactions". SFAS 152 also
amends SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects", to state that the guidance for (a) incidental operations and
(b) costs incurred to sell real estate projects does not apply to real estate
time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP04-2. SFAS 152 is effective for financial
statements for fiscal years beginning after June 15, 2005, with earlier
applications encouraged. The Company has evaluated the impact of the adoption of
SFAS 152, and does not believe the impact will be significant to the Company's
overall results of operations or financial position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Asset,
an amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions."
The amendments made by SFAS 153 are based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for
nonmonetary exchanges of similar productive assets and replace it with a broader
exception for exchanges of nonmonetary assets that do not have commercial
substance. Previously, Opinion 29 required that the accounting for an exchange
of a productive asset for a similar productive asset or an equivalent interest
in the same or similar productive asset should be based on the recorded amount
of the asset relinquished. Opinion 29 provided an exception to its basis
measurement principle (fair value) for exchanges of similar productive assets.
That exception required that some nonmonetary exchanges, although commercially
substantive, to be recorded on a carryover basis. By focusing the exception on
exchanges that lack commercial substance, the FASB believes SFAS No. 153 is
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. Earlier application is permitted for nonmonetary asset
exchanges occurring in fiscal periods beginning after the date of issuance. The
provisions of SFAS No. 153 shall be applied prospectively. The Company has
evaluated the impact of the adoption of SFAS 153, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123R"). SFAS 123R will provide investors and other users of
financial statements with more complete and neutral financial information by
requiring that the compensation costs relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. SFAS 123R
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights and employee share purchase plans. SFAS 123R replaces SFAS No. 123,
"Accounting for Stock-Based Compensation", and supercedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees". SFAS 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value based method been used. Public entities
(other than those filing as small business issuers) will be required to apply
SFAS 123R as of the first interim or annual reporting period that begins after
June 15, 2005. The Company has evaluated the impact of the adoption of SFAS 123R
and does not believe the impact will be significant to the Company's overall
results of operations or financial position.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
Note 2 - Stock Options
The Company has reserved 1,000,000 shares of treasury stock for options. From
time to time at the discretion of the Board of Directors, stock options are
granted to directors, officers, employees and certain consultants. Options
issued expire not more than five years after the grant date. In March, 2003,
options were granted to three directors totaling 250,000 shares at $.50 per
share. These options expire March 4, 2008. As of April 30, 2005, 750,000 shares
were available for options. No compensation expense has been recorded related to
these options in accordance with APB No. 25.
Note 3 - Notes Payable
Note payable to GAB, Inc. the majority shareholder, bearing
interest at 7% per annum. The note was due on January 31,
2005. The note is collateralized by a general obligation of the
assets and receipts of the Company. $ 509,198
Note payable to a corporation, bearing interest at 7% per annum,
payable no later than January 31, 2005. The note is collateralized 342,834
by a general obligation of the assets and receipts of the Company,
Note payable to a director, bearing interest at 5% per annum,
payable no later than January 31, 2005. The note is unsecured. 49,000
Note payable to a former employee and Director, bearing interest
at 5% per annum, payable on demand. 71,700
Note payable to a trust, bearing interest at 2.50% per month. The
note was due on or before April 9, 2004. The note is
collateralized by a general obligation on the assets and receipts
of the Company. 45,000
Note payable to a trust, bearing interest at 2.50% per month. The
note was due on or before April 9, 2004. The note is
collateralized by a general obligation on the assets and receipts
of the Company. 50,000
Note payable to an individual, bearing interest at 5% per month.
The note was due on or before April 25, 2004. The note is
collateralized by a general obligation on the assets and receipts
of the Company. 50,000
Note payable to an individual, bearing interest at 5% per month.
The note was due on or before May 29, 2004. The note is
collateralized by a general obligation on the assets and receipts
of the Company. 50,000
-------------
$ 1,167,732
=============
Accrued interest on the notes payable totals $192,673 at April 30, 2005.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
Note 4 - Basic and diluted net income (loss) per share
Net loss per share is calculated in accordance with the Statement of Financial
Accounting Standards No. 128 (SOFAS No. 128), "Earnings per Share". Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
(or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period.
Weighted average number of shares used to compute basic and diluted loss per
share is the same in these financial statements since the effect of dilutive
securities is anti-dilutive.
Note 5 - Stockholders' Deficit
Series A Preferred Stock
Designation and Number in Series. There shall be a series of preferred stock of
the Corporation designated the "Series A Preferred Stock" (the Series A
Preferred Stock"), and the number of shares constituting such series shall be
1,233,888 shares, having $.001 par value share. The Series A Preferred Stock
shall, with respect to all preferences, limitations and relative rights hereof
be senior to the common stock of the Corporation, $.001 par value per share (the
"Common Stock"), and all shares of the preferred stock of the Corporation
outstanding on the date of issuance of the Series A Preferred Stock other than
the Series A Convertible Preferred Stock.
Dividends and Distributions. The holders of outstanding Series A Preferred Stock
shall not be entitled to receive interest or dividends on the shares of Series A
Preferred.
In the event that there is a liquidation, dissolution or winding up of the
Corporation or there shall occur an extraordinary transaction, as defined, the
holders of shares of the Series A Preferred Stock then outstanding shall be
entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, before any payment shall be made in respect of
the Common Stock or any other securities ranking junior to the "Liquidation
Value" shall mean an amount equal to $.20 per share of Series A Preferred Stock.
If the assets of the Corporation shall be insufficient to permit the payment in
full to the holders of the Series A Preferred Stock and any stock of the
Corporation ranking on parity with the Series A Preferred Stock, all amounts
distributable to them under this Section 3 or the corresponding section of the
Certificates of Designations establishing such series, then the entire assets of
the Corporation available for such distribution shall be distributed ratably
among the holders of the Series A Preferred Stock and the stock ranking on
parity Series A Preferred Stock in proportion to the full preferential amount
each such holder is otherwise entitled to receive.
The shares of the Series A Preferred Stock shall be voted with the shares of the
Common Stock at any annual or special meeting of stockholders of the
Corporation, or the holders of Series A Preferred Stock shall act by written
consent together with and in the same manner as the holders of the Common Stock,
upon the following basis: each holder of shares of the Series A Preferred Stock
shall be entitled to two hundred (200) votes for each share of Series A
Preferred Stock held by him or her on the record date fixed for such meeting or
on the effective date is set, the close of business on the record date, or the
effective date of such written consent.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
As long as 10% of the shares of Series A Preferred Stock are outstanding, the
Corporation shall not, without first obtaining the approval of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock (i) amend
the Corporation's Articles of Incorporation or bylaws exercisable for any equity
security having a preference over, or being on a parity with, the Series A
Preferred Stock with respect to dividends upon liquidation (ii) authorize or
issue, or obligate itself to issue any other equity security, including any
other security convertible into or exercisable for any equity security having a
preference over or being on a parity with the Series A Preferred Stock with
respect to dividends or upon liquidation, (iii) declare dividends on any share
or shares of preferred stock or common stock, or repurchase or redeem any shares
of preferred stock or common stock, (iv) authorize a merger, sale of all assets,
consolidation, recapitalization of the corporation, or (v) authorize the
issuance of additional shares of Series A Preferred Stock.
Note 6 - Segment reporting
In 2004, the Company had two reportable segments consisting of the distribution
of the newspaper and the selling of merchandise. The Company evaluates
performance based on sales, gross profit margins and operating profit before
income taxes. The following information is information for the Company's
reportable segments for the three month period ended April 30, 2004 (in
thousands):
Newspaper Merchandise
Segment Segment Total
($) ($) ($)
Revenue 49 82 131
Gross margin 38 27 65
Depreciation and
amortization 6 6
Interest expense 32 32
Loss from operations
before income taxes (58) (1,345) (1,403)
Identifiable assets 48 1,059 1,107
Capital expenditures 5 5
Note 7 - Going Concern
The accompanying condensed consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. Going concern
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business over a reasonable length of time. These condensed
financial statements show that there are minimal revenues and that the Company
has sustained losses of $7,438,526 since inception. The future of the Company is
dependent upon its ability to identify a prospective target business and raise
the capital it will require through the issuance of equity securities,
borrowings or a combination thereof. The condensed consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classifications of
liabilities that might be necessary in the event the Company cannot continue in
existence.
Note 8 - Lease Obligations
The Company has settled with all lessors, and the remaining lease terms for
office space rental have expired as of January 31, 2005.
KINGDOM VENTURES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
April 30, 2005
Note 9 - Litigation
A former key employee of the Company sought resumption of payments under a 2003
arbitration award on a damage sum of approximately $84,000. The alleged damages
were contractual in nature and did not appear to be covered by insurance. The
plaintiff sought confirmation of the underlying award and reduction to judgment.
The Company has consistently sought to resolve the matter, by way of extensive
settlement discussions, and then by confidential settlement on the record. The
Company has recorded a note payable in the amount of $71,700 which represents
the unpaid amount of the arbitration award.
A note holder has filed a proceeding in the Ninth Judicial District Court of
Nevada, for breach of a $100,000 promissory note, breach of the covenant of good
faith and fair dealing, fraud, constructive trust, unjust enrichment and
injunctive relief. The alleged damages are contractual in nature and do not
appear to be covered by insurance. The Company believes the tort claims do not
appear to be meritorious. The Company is trying to settle the case and have
agreed to stay any litigation, pending settlement discussions. The Company has
recorded a note payable in the amount of $100,000 which represents the original
amount of the notes payable.
Note 10 - Subsequent Event
During July, 2005, the Company's majority shareholder agreed to sell his
preferred stock with voting rights in the Company to a group of individuals. The
management of the Company will be assumed by the acquiring group who are
actively seeking businesses in profitable industries to acquire.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
General
Kingdom Ventures, Inc. ("we," "us," "KDMV," or the "Company") was
incorporated under the laws of the State of Nevada on March 17, 1999 as Legends
of the Faith, Inc. ("Legends"), and commenced business operations on May 1,
1999. We voluntarily became subject to the filing requirements of the Securities
and Exchange Commission on April 1, 2001. Our principal office was located at
1045 Stephanie Way, Minden, Nevada 89423. We operated websites at HYPERLINK
"http://www.kdmvcorp.com" www.kdmvcorp.com, HYPERLINK "http://www.iexalt.com"
www.iexalt.com, HYPERLINK "http://www.yahwear.com" www.yahwear.com, HYPERLINK
"http://www.mrroy.com" www.mrroy.com, and our primary e- commerce website at
HYPERLINK "http://www.iexaltmall.com" www.iexaltmall.com.
Kingdom Ventures, Inc. was a media and products company for the
Christian marketplace. It consisted of two operating units -- Kingdom Media
Group and Kingdom Products Group. Christian Times(TM)was a part of the Kingdom
Media Group, which also includes iExalt.com and iExaltMall.com. The Kingdom
Products Group includes, Yahwear Clothing and Mr. Roy Productions. All Kingdom
Ventures Operations have ceased in December of 2004.
Results of Operations
Comparison of the Three Months Ended April 30, 2005 to the Three Months Ended
April 30, 2004
For the three months ended April 30, 2005, we generated revenues of $0.
This is the Same amount for the same period in 2004.
Our cost of goods sold stayed the same from to $0 for the three months
ended April 30, 2005 from $ 0 for the three months ended April 30, 2004. Our
operating expenses Decrease by $12,848 from $32,890 for the three months ended
April 30, 2004 to $20,042 for the three months ended April 30, 2005.
For the three months ended April 30, 2005, we had a net loss of
$20,228, compared to a net loss of $ 32,890 for the same three month period
ended April 2004.
Liquidity and Capital Resources
We had total assets of $0 and total liabilities of $ 1,526,764 at April
30, 2005, compared to total assets of $186 and total liabilities of $1,506,722
at January 31, 2005. As of April 30, 2005, we had cash of $ 0 compared to $0 at
January 31, 2005.
Stock Transactions
None
Subsequent Events
Kingdom Ventures closed its remaining business units in December of 2004.
PART II.
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as exhibits to this report:
None
(b) The Company filed the following Current Reports on Form 8-K during
the three months ended April 30, 2005:
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KINGDOM VENTURES INC.
Date: August 03, 2005 /s/ Gene Jackson
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Gene Jackson, President & CEO